SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

Mark One

[X]      Annual Report under Section 13 or 15 (d) of the Securities Exchange Act
         of 1934 for the fiscal year ended December 31, 2001

[ ]      Transition report under Section 13 or 15 (d) of the Securities Exchange
         Act of 1934 (no fee required) for the transition period from     to
                                                                      ----  ----
                           Hartland Investments, Inc.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)

         Texas                          0-32585                    980221494
---------------------------        ----------------          -------------------
(State or other jurisdiction       (Commission File          (IRS Employer
of Incorporation)                  Number)                   Identification No.)

             14110 N. Dallas Parkway, Suite 130, Dallas, Texas 75254
             -------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                 (972) 726-9203
                                 --------------
              (Registrant's telephone number, including area code)

Securities registered under Section 12 (b) of the Exchange Act: None

Securities  registered  under Section  12(g) of the Exchange  Act:  Common Stock
($0.01 Par) Check whether the issuer: (1) filed all reports required to be filed
by  Section 13 or 15 (d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing  requirements  for the past 90 days.
Yes [_] No[X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB [ ]

The issuer had no revenues for the year ended December 31, 2001.

The issuer's stock is not currently trading.

At October 22, 2002 the number of shares outstanding of the registrant's  Common
Stock, $0.0001 par value, was 1,250,000.

<PAGE>

                                     PART I

Item 1.  DESCRIPTION OF BUSINESS


General

Hartland  Investments Inc. (herein  "Hartland" or "Company") was incorporated on
May 26, 1998 under the laws of the State of Delaware.  The  business  purpose of
Hartland  was, and  remains,  to seek out and obtain an  acquisition,  merger or
outright sale transaction, whereby it's Shareholders would benefit.

Proposed Business

Hartland intends to locate and combine with an existing, privately held company,
which  is  profitable,   or,  in  management's   view,  has  growth   potential,
irrespective of the industry in which it is engaged.  At this time,  Hartland is
not engaged in any discussions with potential  combination  partners regarding a
possible business combination. However, Hartland does not intend to combine with
a private company that may be deemed to be an investment  company subject to the
investment  Company Act of 1940. A  combination  may be  structured as a merger,
consolidation,  and exchange of  Hartland's  common stock for stock or assets or
any other form that will result in the combined  enterprises becoming a publicly
held Corporation.

Pending negotiation and consummation of a combination, Hartland anticipates that
it will have,  aside from carrying on its search for a combination  partner,  no
business  activities,  and thus will have no source of revenue.  Should Hartland
incur any significant liabilities prior to a combination with a private company,
it may not be able to satisfy such liabilities as they are incurred.

If Hartland's  management pursues one or more combination  opportunities  beyond
the  Preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is foreseeable that such efforts will exhaust Hartland's ability
to  continue  to seek  such  combination  opportunities  before  any  successful
combination can be consummated.  Due to Hartland's limited resources and lack of
revenue, in the event such initial efforts to consummate a business  combination
fail,  Hartland  may not be able to seek  additional  combination  partners.  An
extensive  search  for a  suitable  combination  partner  may incur  substantial
expenses,  which  Hartland is unable to fulfill.  A limited search shall be more
appropriate due to the aforementioned limited resources and revenue. Only slight
efforts  may take place and once  these  efforts  are  exhausted  the  financial
Constraints  of Hartland may result in an inability to seek future  partners and
thus the end the search  thereto.  In that event,  Hartland's  common stock will
become  worthless and holders of Hartland's  common stock will receive a nominal
distribution, if any, upon Hartland's liquidation and dissolution.


Combination Suitability Standards

In its pursuit  for a  combination  partner,  Hartland's  management  intends to
consider only  combination  candidates  that are profitable or, in  management's
view, have growth potential. Hartland's management does not intend to pursue any
combination   proposal  beyond  the  preliminary   negotiation  stage  with  any
combination  candidate  that does not furnish  Hartland  with audited  financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
Manner.  In  the  event  such  a  combination  candidate  is  engaged  in a high
technology business,  Hartland may obtain reports from independent organizations
of recognized  standing  covering the technology  being developed and/or used by
the candidate.  Hartland's limited financial  resources may make the acquisition
of such reports  difficult or even impossible to obtain and, thus,  there can be
no assurance  that  Hartland will have  sufficient  funds to obtain such reports

<PAGE>

when  considering  combination  proposals  or  candidates.  To the  extent  that
Hartland is unable to obtain the advice or reports  from  experts,  the risks of
any combined enterprise's being unsuccessful will be increased.  Furthermore, to
the knowledge of Hartland's officer and director,  neither the candidate nor any
Of its director, executive officers, principal shareholders or general partners:

         (1) Will have been  convicted  of  securities  fraud,  mail fraud,  tax
         fraud,  embezzlement,  bribery, or a similar criminal offense involving
         misappropriation  or theft of  funds,  or be the  subject  of a pending
         investigation or indictment involving any of those offenses;

         (2) Will have been subject to a temporary or  permanent  injunction  or
         Restraining  order arising from unlawful  transactions  in  securities,
         whether as issuer, underwriter,  broker, dealer, or investment advisor,
         may be the subject of any  pending  investigation  or a defendant  in a
         pending  lawsuit  arising  from or based upon  allegations  of unlawful
         transactions in securities; or

            (3) Will have been a defendant in a civil action, which resulted in
            a final judgment against it or him awarding damages or rescission
            based upon unlawful practices or sales of securities.

Hartland's  officer  and  director  will  make  these  determinations  by asking
pertinent  questions of the management and/or owners of prospective  combination
candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination  negotiations or  proceedings.  However,  Hartland's
Officers  and  directors   will  not  generally   take  other  steps  to  verify
independently  information obtained in this manner,  which is favorable.  Unless
something  comes to their  attention,  which  puts them on notice of a  possible
Disqualification  that is being  concealed from them,  such persons will rely on
information  received  from  the  management  of  the  prospective   combination
candidate and from others who may be involved in the combination proceedings.

Hartland currently has no employees.

Item 2. DESCRIPTION OF PROPERTY

Hartland  currently  has no property  or lease  obligations.  Hartland  does not
intend to acquire any properties in the immediate future.


Item 3. LEGAL PROCEEDINGS

There are no material pending cases involving the Company.

Item 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year ended December 31, 2001, no matters
were submitted by the company to a vote of its shareholders.

                                     PART II

Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock is not quoted on any exchange and has no symbol.

<PAGE>

Shareholders

According to the records of the Company's  transfer agent, there were 32 holders
of record who held  1,250,000  shares of the Company's  Common Stock on December
31, 2001.

Dividends

The Company has not paid any cash  dividends on its Common  Stock,  and does not
anticipate  paying  cash  dividends  on its Common  Stock in the next year.  The
Company  anticipates  that income  generated in the  foreseeable  future will be
retained for the  development  and  expansion of its business.  Future  dividend
policy is subject to the  discretion  of the Board of Directors  and will depend
upon a number of factors,  including  future  earnings,  debt services,  capital
requirements,  business conditions,  the financial condiditon of the Company and
other factors that the Board of Directors deems relevant.


Securities Authorized for Issuance Under Equity Compensation Plans
None


Recent Sales of Unregistered Securities
None

Item 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION

The  following  discussion  and  analysis  should  be read in  conjunction  with
Hartland's  financial statements and the notes associated with them as set forth
elsewhere in this  document.  This  discussion  should not be construed to imply
that the results  discussed herein will necessarily  continue into the future or
that any  conclusion  reached  herein will  necessarily  be indicative of actual
operating  results  in the  future.  This  discussion  represents  only the best
present assessment by the management of Hartland.

Caution Regarding Forward-Looking Information

This  registration  statement  contains certain  forward-looking  statements and
information  relating to  Hartland  that are based on the beliefs of Hartland or
its  management  as  well  as  assumptions  made  by and  information  currently
Available to Hartland or its management.  When used in this document,  the words
"Anticipate",   "believe",   "estimate",   "expect"  and  "intend"  and  similar
expressions,  as they  relate to  Hartland or its  management,  are  intended to
identify forward-looking statements. Such statements reflect the current view of
Hartland or its  management  regarding  future events and are subject to certain
Risks,  uncertainties  and  assumptions,  including the risks and  uncertainties
noted. Should one or more of these risks or uncertainties materialize, or should
the underlying  assumptions prove incorrect,  actual results may vary materially
from those described  herein as anticipated,  believed,  estimated,  expected or
intended. In each instance, the forward-looking information should be considered
in light of the accompanying meaningful cautionary statements herein.

Company's History

Hartland Investments Inc. was incorporated on May 26, 1998 under the laws of the
State of Delaware.  On June 1, 1998 the Company issued  1,173,000  shares of its

<PAGE>

$0.0001 par value common stock for services of $117.00.  On October 30, 1998 the
Company  issued  77,000 shares of its $0.0001 par value common stock for $770.00
in cash.

Discussion of Financial Condition

Hartland currently has no revenues,  no operations and owns no assets.  Hartland
will  remain  illiquid  until  such time as a business  combination  transaction
occurs, if ever. No prediction of the future financial condition of Hartland can
be made.

Due to the lack of sustaining operations from inception,  Hartland is considered
in the  development  stage and, as such, has generated no significant  operating
revenues. Accordingly,  Hartland is dependent upon its current management and/or
significant  shareholders to provide  sufficient working capital to preserve the
integrity of the corporation during this phase.



Plan of Business

General

While  Hartland  conducts  its search to locate  and  combine  with an  existing
privately held company, it will depend on the continued financial support of the
officers, and Directors of the Company.

The Company's  independent  auditor's  have raised  substantial  doubt about the
Company's  ability to  continue  as a going  concern  since the  Company  has no
current source of revenue.

The process for seeking a combination  partner  involves a strategic  initiative
search with several components in order to find the partner which best suits the
Company's  interests.  A detailed  financial  analysis  of the  partner  will be
Cconducted  on any  potential  combination  partner.  Analysis on the  company's
assets, liabilities,  revenues,  potential litigation,  dividends,  goodwill and
business  reputation in the  community  shall occur in order to solidify all the
criteria sought after by the Company in a combination  partner. The partners may
be referred to the Company from other  sources,  found  through  research of the
Company's officers and directors.

Pending negotiation and consummation of a combination, Hartland anticipates that
it will have,  aside from carrying on its search for a combination  partner,  no
business activities,  and, thus, will have no source of revenue. Should Hartland
incur any significant liabilities prior to a combination with a private company,
it may not be able to satisfy such liabilities as they are incurred.

If Hartland's  management pursues one or more combination  opportunities  beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is foreseeable that such efforts will exhaust Hartland's ability
to  continue  to seek  such  combination  opportunities  before  any  successful
combination  can be  consummated.  In that event,  Hartland's  common stock will
become  worthless and holders of Hartland's  common stock will receive a nominal
distribution, if any, upon Hartland's liquidation and dissolution.

Combination Suitability Standards

In its pursuit  for a  combination  partner,  Hartland's  management  intends to
consider only  combination  candidates  that are profitable or, in  management's
view, have growth potential. Hartland's management does not intend to pursue any
combination   proposal  beyond  the  preliminary   negotiation  stage  with  any

<PAGE>

combination  candidate  that does not furnish  Hartland  with audited  financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  In  the  event  such  a  combination  candidate  is  engaged  in a high
technology business,  Hartland may obtain reports from independent organizations
of recognized  standing  covering the technology  being developed and/or used by
the candidate.  Hartland's limited financial  resources may make the acquisition
of such reports  difficult or even impossible to obtain and, thus,  there can be
no assurance  that  Hartland will have  sufficient  funds to obtain such reports
when  considering  combination  proposals  or  candidates.  To the  extent  that
Hartland is unable to obtain the advice or reports  from  experts,  the risks of
Any combined enterprise's being unsuccessful will be increased.  Furthermore, to
the knowledge of Hartland's  officers and  directors,  neither the candidate nor
any of its  director,  executive  officers,  principal  shareholders  or general
partners:

         (1) Will have been  convicted  of  securities  fraud,  mail fraud,  tax
         fraud,  embezzlement,  bribery, or a similar criminal offense involving
         misappropriation  or theft of  funds,  or be the  subject  of a pending
         investigation or indictment involving any of those offenses;

         (2) Will have been subject to a temporary or  permanent  injunction  or
         Restraining  order arising from unlawful  transactions  in  securities,
         whether as issuer, underwriter,  broker, dealer, or investment advisor,
         may be the subject of any  pending  investigation  or a defendant  in a
         pending  lawsuit  arising  from or based upon  allegations  of unlawful
         transactions in securities; or

         (3) Will have been a defendant in a civil action,  which  resulted in a
         final judgment  against it or him awarding  damages or rescission based
         upon unlawful practices or sales of securities.

Hartland's  officer  and  director  will  make  these  determinations  by asking
pertinent  questions of the management and/or owners of prospective  combination
Candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination  negotiations or  proceedings.  However,  Hartland's
Officers  and  directors   will  not  generally   take  other  steps  to  verify
independently  information obtained in this manner,  which is favorable.  Unless
something  comes to their  attention,  which  puts them on notice of a  possible
disqualification  that is being  concealed from them,  such persons will rely on
information  received  from  the  management  of  the  prospective   combination
candidate and from others who may be involved in the combination proceedings.


Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements and Financial Statements begin on Page F-1


Item  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None

                                    PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; Compliance
With Section 16 (a) of the Exchange Act

Yarek  Bartosz was the sole director of the Company and has served as such since
May 26, 1998. The Directors and Executive Officers of the Issuer, their ages and
present positions held with the issuer are:

<PAGE>


Name                Age           Position Held
----                ---           -------------
Yarek Bartosz       37            Chief Executive Officer,
                                  Chief Financial Officer,
                                  Secretary and Sole Director

The Issuer's Directors were elected May 26, 1998 and will serve in such capacity
until the next  annual  meeting  of the  Issuer's  shareholders  or until  their
successors have been elected and qualified.

Gust C. Kepler was appointed Chief Executive  Officer,  Chief Financial Officer,
and Secretary on September 29, 2002,  when he purchased  controlling  stock from
Yarek Bartosz. The Stock Purchase Agreement is incorporated herein by reference.
Gust Kepler will be signing this filing as it is being filed retroactively.

Gust Kepler was appointed as a director of the Company on October 22, 2002.


Compliance with Section 16(a) of the Exchange Act

Based  solely upon a review of Forms 3, 4 and 5 furnished  to the Company  other
than as set forth below,  the Company is not aware of any person who at any time
during the fiscal  year ended  December  31,2001  was a  director,  officer,  or
beneficial  owner of more than ten percent of the Common  Stock of the  Company,
and who failed to file, on a timely basis,  reports required by Section 16(a) of
the Securities Exchange Act of 1934 during such fiscal year.


Item 10. EXECUTIVE COMPENSATION

The following table sets forth the  compensation to the Chief Executive  Officer
and all other  Officers and  Employees  earning more than  $100,000 in any given
year.


Summary Compensation Table

                                                  Long Term
                                                  Compensation-
                                  Annual          Securities
Name and                       Compensation       Underlying       All
Principal                    ----------------     Options or       Other
Position           Year      Salary     Bonus     Warrants         Compensation
-------------      ----      ------     -----     -------------    ------------


Yarek Bartosz      2001      $  --      $ --          --                --
 Chief             2000         --        --          --                --
Executive          1999         --        --          --                --
Officer

<PAGE>


Stock Options

No Stock Options were issued to Officers.

Long Term Incentive Plans

None



Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain  information  concerning the ownership of
the Company's Common Stock as of March 1, 2002, with respect to: (i) each person
known to the Company to be the beneficial owner of more than five percent of the
Company's  Common Stock;  (ii) all directors;  and (iii) directors and executive
officers of the Company as a group.  The notes  accompanying  the information in
the table  below are  necessary  for a  complete  understanding  of the  figures
provided below. As of March 1, 2002, there were 1,250,000 shares of Common Stock
issued and outstanding.


                      Name and Address      Amount and Nature
Title of Class        of Beneficial Owner   of Beneficial Owner    Percent Class
--------------        -------------------   -------------------    -------------
Common Stock          Yarek Bartosz             1,173,000              93.84%
$0.0001 par value     9521 21st St
                      Calgary, Alberta
                      T2C4131 Canada


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.


                                INDEX TO EXHIBITS




4        Stock Purchase Agreement between Yarek Bartosz and Gust Kepler***


99.1     CEO/CFO  Certification  pursuant to 18 U.S.C.  Section 1350 Pursuant to
         section 906 of the Sarbanes-Oxley Act of 2002

*Incorporated by reference to Form 8-K filed 10/11/2002


(b)  Reports on Form 8-K.  The  Company  filed no reports on Form 8-K during the
last quarter of the fiscal year ending December 31, 2001.

<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 22nd day of October, 2002.


                                                       By /s/ Gust C. Kepler
                                                       ---------------------
                                                       President and CEO


<PAGE>





                           Hartland Investments, Inc.

                          (A Development Stage Company)

                              Financial Statements

                                       and

                          Independent Auditors' Report

                     Years Ended December 31, 2001 and 2000

                                       and

            Period May 26, 1998 (inception) through December 31, 2001


<PAGE>

                                    CONTENTS





AUDITORS' OPINION......................................................F-1

BALANCE SHEETS.........................................................F-2

STATEMENTS OF OPERATIONS...............................................F-3

STATEMENTS OF STOCKHOLDERS' EQUITY.....................................F-4

STATEMENTS OF CASH FLOWS...............................................F-5

NOTES TO FINANCIAL STATEMENTS..........................................F-6 - F-8



<PAGE>

Independent Auditors' Report


Board of Directors and Stockholders
Hartland Investments, Inc.
Dallas, Texas


We have audited the accompanying balance sheets of Hartland Investments, Inc. (a
development  stage  company) as of December  31, 2001 and 2000,  and the related
statements of operations,  stockholders'  equity,  and cash flows for the period
May 26, 1998 (inception)  through December 31, 2001 and the years ended December
31, 2001 and 2000.  These  financial  statements are the  responsibility  of the
company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Hartland Investments,  Inc. at
December 31, 2001 and 2000,  and the results of their  operations and cash flows
for the period May 26, 1998 (inception)  through December 31, 2001 and the years
ended  December  31,  2001 and 2000 in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As also discussed in Note 1 to the
financial statements, the Company has a loss from operations and has no working
capital that raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





Turner, Stone & Company, L.L.P.
Certified Public Accountants
October 16, 2002

                                      F-1

<PAGE>

                           HARTLAND INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000


                                     Assets
                                     ------


                                                          2001          2000
                                                       ----------    ----------

Current assets:

   Cash                                                $     --      $     --
                                                       ----------    ----------

         Total current assets                                --            --
                                                       ----------    ----------


Other assets                                                 --            --
                                                       ----------    ----------

                                                       $     --      $     --
                                                       ==========    ==========

                      Liabilities and Stockholders' Equity
                      ------------------------------------

Current liabilities:

    Stockholder advance                                $      823    $      823
                                                       ----------    ----------

      Total current liabilities                               823           823
                                                       ----------    ----------

Commitments and contingencies                                --            --

Stockholders' equity:

   Preferred stock, $.0001 par value,
       20,000,000 shares authorized, no
       shares issued and outstanding, no
       rights or preferences determined                      --            --
   Common stock, $.0001 par value,
       80,000,000 shares authorized,
       1,250,000 shares issued and outstanding                125           125
       Paid in capital                                        762           762
       Deficit accumulated during the
          development stage                                (1,710)       (1,710)
                                                       ----------    ----------

         Total stockholders' equity                          (823)         (823)
                                                       ----------    ----------

                                                       $     --      $     --
                                                       ==========    ==========




    The accompanying notes are an integral part of the financial statements.

                                       F-2
<PAGE>

                           HARTLAND INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                       AND PERIOD MAY 26, 1998 (INCEPTION)
                            THROUGH DECEMBER 31, 2001




                                                                     Cumulative
                                                                        From
                                             2001         2000       Inception
                                          ----------   ----------    ----------
Revenues                                  $     --     $     --      $     --

Operating expenses:

         General and administrative             --          1,000         1,710
                                          ----------   ----------    ----------

Operating loss                                  --         (1,000)       (1,710)
                                          ----------   ----------    ----------

Loss before income taxes                        --         (1,000)       (1,710)

Provision for income taxes                      --           --            --
                                          ----------   ----------    ----------

Net loss                                  $     --     $   (1,000)   $   (1,710)
                                          ==========   ==========    ==========



Net loss per share                        $     --     $     (.00)   $     (.00)













    The accompanying notes are an integral part of the financial statements.

                                       F-3

<PAGE>
<TABLE>
<CAPTION>

                           HARTLAND INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
               MAY 26, 1998 (INCEPTION) THROUGH DECEMBER 31, 2001






                                                                                         Additional
                                     Preferred Stock               Common Stock            Paid-In     Accumulated
                                  Shares         Amount         Shares        Amount       Capital       Deficit         Total
                               -----------    -----------    -----------   -----------   -----------   -----------    -----------
<S>                            <C>            <C>            <C>           <C>           <C>           <C>            <C>

Balance at May 26, 1998               --      $      --             --     $      --     $      --     $      --      $      --

Issuance of common stock in
    exchange for cash                 --             --        1,250,000           125           762                          877

Net loss                                                                                                      (710)          (710)
                               -----------    -----------    -----------   -----------   -----------   -----------    -----------

Balance at December 31, 1999          --             --        1,250,000           125           762          (710)           177

Net loss                                                                                                    (1,000)        (1,000)
                               -----------    -----------    -----------   -----------   -----------   -----------    -----------

Balance at December 31, 2000          --             --        1,250,000           125           762        (1,710)          (823)

Net loss
                               -----------    -----------    -----------   -----------   -----------   -----------    -----------


Balance at December 31, 2001          --      $      --        1,250,000   $       125   $       762   $    (1,710)   $      (823)
                               ===========    ===========    ===========   ===========   ===========   ===========    ===========
</TABLE>





    The accompanying notes are an integral part of the financial statements.

                                       F-4

<PAGE>
<TABLE>
<CAPTION>

                           HARTLAND INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                       AND PERIOD MAY 26, 1998 (INCEPTION)
                            THROUGH DECEMBER 31, 2001

                                                                                         Cumulative
                                                                                            From
                                                                    2001         2000     Inception
                                                              ----------   ----------    ----------
<S>                                                           <C>          <C>           <C>
Cash flows from operating activities:

         Cash to suppliers                                    $     --     $    1,000    $    1,710
                                                              ----------   ----------    ----------

                  Net cash used in operating activities             --         (1,000)       (1,710)
                                                              ----------   ----------    ----------

Cash flows from investing activities:

                  Net cash used for investing activities            --           --            --
                                                              ----------   ----------    ----------

Cash flows from financing activities:

         Issuance of common stock                                   --           --             827
         Stockholder advance                                        --            198           823
                                                              ----------   ----------    ----------

                  Net cash provided by financing activities         --            198         1,710
                                                              ----------   ----------    ----------

Net decrease in cash                                                --           (802)         --

Cash at beginning of year                                           --            802          --
                                                              ----------   ----------    ----------

Cash at end of year                                           $     --     $     --      $     --
                                                              ==========   ==========    ==========



                     Reconciliation of Net Loss to Net Cash
                        Provided by Operating Activities

Adjustments to reconcile net loss
         to cash used in operating activities:

         Net loss                                                   --         (1,000)       (1,710)
                                                              ----------   ----------    ----------

                  Total adjustments                                 --           --            --
                                                              ----------   ----------    ----------

Net cash used in operating activities                         $     --     $   (1,000)   $   (1,710)
                                                              ==========   ==========    ==========
</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                       F-5
<PAGE>

                           HARTLAND INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization and business
         -------------------------

Hartland Investments,  Inc. (Hartland) was incorporated in the state of Delaware
in May 1998.  The  business  purpose  of  Hartland  is to seek out and obtain an
acquisition,  merger or sale transaction  whereby the stockholders will benefit.
Hartland has  voluntarily  filed a registration  statement with SEC and thus has
become subject to SEC's reporting requirements under the Securities Act of 1934.

         Basis of presentation and going concern uncertainty
         ---------------------------------------------------

The financial  statements of the Company have been prepared assuming the Company
will continue as a going concern.  However,  the Company has incurred an initial
operating  loss  and has no  working  capital.  These  conditions  give  rise to
substantial  doubt about the Company's  ability to continue as a going  concern.
Management  is  continuing  to  seek  additional  equity  capital  to  fund  its
operations.  Management  believes that these steps will provide the Company with
adequate funds to sustain its growth and continued existence. There is, however,
no assurance  that the steps taken by management  will meet all of the Company's
needs or that is will continue as a going concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

         Cash flows
         ----------

For purposes of these  statements cash includes demand  deposits,  time deposits
and short-term  cash equivalent  investments  with maturities of three months or
less.

         Management estimates
         --------------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

         Loss per share
         --------------

For the years ended  December  31, 2001 and 2000 and for the period May 26, 1998
through  December  31,  2001,  basic  loss per  share  amounts  are  based  upon
1,250,000,  1,250,000 and 1,244,621,  respectively,  weighted  average shares of
common stock outstanding.




                                       F-6
<PAGE>

                           HARTLAND INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

2.  CAPITAL STRUCTURE DISCLOSURES

         Preferred Stock
         ---------------

The  Company's  Articles of  Incorporation  authorize  the Board of Directors to
issue  20,000,000  preferred  stock  shares  with a $.01 par value,  of which no
shares are currently issued and outstanding.  As of this date, no series, rights
or preferences have been determined.

         Common stock
         ------------

The  Company's  Articles of  Incorporation  authorize  the Board of Directors to
issue  80,000,000  common  stock share with a $.0001 par value.  At December 31,
2001 and 2000, 1,250,000 shares are issued and outstanding.

3.  COMMITMENTS AND CONTINGENCIES

The  Company  is  not  obligated  under  any  noncancelable   lease  agreements,
employment agreements or any other significant  commitments or contingencies and
it is not a party to any  lawsuits  or  similar  claims.  The  Company's  office
facilities  are  currently  being  provided  without  charge  by  the  Company's
president. The fair rental value of this space provided is not material.

4.  INCOME TAXES

The Company  accounts for corporate income taxes in accordance with Statement of
Financial  Accounting Standards (SFAS) No. 109. Under SFAS No. 109, deferred tax
assets and liabilities are recognized for the estimated  future tax consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases. In addition,
future tax benefits,  such as those from net operating loss carry forwards,  are
recognized to the extent that  realization  of such benefits is more likely than
not.  Deferred tax assets and  liabilities  are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

A reconciliation  of income tax expense  (benefit) at the statutory federal rate
of 34% to income tax expense  (benefit) at the Company's  effective tax rate for
the years ended December 31, 2001 and 2000 is as follows:

                                                         2001          2000
                                                     -----------   -----------

Tax expense (benefit) computed at statutory rate     $      --            (581)
                  Less valuation allowance                  --             581
                                                     -----------   -----------
                  Income tax expense (benefit)       $      --     $      --
                                                     ===========   ===========


                                       F-7
<PAGE>

                           HARTLAND INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



At December  31, 2001 and 2000,  the  Company  had  approximately  $1,700 of net
operating  loss available to offset future  taxable  income.  This carry forward
expires  in the  year  2021 and  creates  the only  component  of the  Company's
deferred tax asset of  approximately  $580, which is fully offset by a valuation
allowance. There are no deferred tax liabilities.

5.  FINANCIAL INSTRUMENTS

The Company's  financial  instruments,  which potentially subject the Company to
credit  risks and none of which are held for  trading  purposes,  consist of its
cash. The Company maintains its cash in bank deposit accounts,  which, at times,
may exceed  federally  insured limits.  The Company has not experienced any such
losses in such  accounts,  and does not  believe  it is subject to any credit or
other risks involving its cash.






















                                       F-8